Shadow Encounters of a Bookworm
by DemonLover8115
Summary: New Summary- Three encounters between Levy and Rogue. What is Levy feeling for the mysterious dragon slayer? Why does Rogue seem so interested in her? Some OOCness. Extra chapter up! Three extra encounters- will Levy finally learn Rogue's intentions?
1. Chapter 1

**Okay, my attempt at a Rogue x Levy fic as punishment for losing a bet on Mangafox romance discussion thread. This was soooooooooooo freakin' hard to write! Rogue is probably really OOC, but I decided to use what Mashima gave us with his character in the last chapter and went with a gentler version of him. He seems to like cute things like Gajeel, but he's quieter and far more stoic than Gajeel so it was really hard to try and get his interactions with Levy as close to realistic as I could. I also have him using Gajeel's head pat mainly because he seems to be something of a mirror for Gajeel, so I can see him having similar mannerisms in how he behaves with someone he likes. I don't know, it also worked with where I had the plot going.**

**So it's an open ending, leaning towards GaLe (sorry, I just can't deny my love for them... that's what made this so hard!)... so hopefully my fellow GaLe fans still find this acceptable.**

**Anyway, I hope you all enjoy... and please pray to whatever God/Gods you believe in that I don't have to write a yaoi crack fic next week... I have an idea for it, but I really don't want to do it if I lose my next bet. I just really don't like yaoi.**

**Disclaimer: I do not own Fairy Tail or the characters, they belong to Hiro Mashima (only he could make me fall in love with Rogue in one scene... I really wanted to glomp that grumpy dragon slayer when he smiled at Fro... so adorable!).**

* * *

The first time she saw him, she didn't think of him as anything more than a mage from a rival guild; a rival dragon slayer to the man she had recently come to have a crush on.

Walking through the busy streets of Crocus with a foul mouthed and short tempered iron dragon slayer, Levy hadn't been expecting anything too out of the ordinary to happen that day. It was at the end of a tournament day and, as Erza ordered, she was being accompanied on her walk back to the hotel by her guild mate and crush, Gajeel, and his Exceed partner, Pantherlily. They had only just left a small restaurant where they enjoyed a quick meal, when her companion stopped dead in his tracks, glaring at man standing only a few yards from them.

Rogue Cheney, Sabertooth's shadow dragon slayer, stood across the street glaring back at the bluenette's companion. The script mage was certain Gajeel would start growling at any moment, like a territorial dog with only his own pride to guard. Just as she thought it, the iron mage did in fact begin to growl. Much to her surprise, though, the rather stoic dragon across the way growled back, apparently taking up the challenge of posturing in front of the small audience crowding the street.

Levy knew she had to quell the rising tension before her partner got into a fight, something that wasn't a very good idea in the middle of a major guild tournament. So, with a resolute sigh, she gently placed a hand on Gajeel's forearm, successfully drawing his attention to her as she spoke quietly to him.

"Save it for the games, Gajeel."

The tall man merely glared at her, before grunting in some form of agreement and stalking off in the direction of their hotel, but not before sending back one last look of disdain to the rival dragon. The bluenette could do no more than quickly follow, an amused Lily tucked away in her arms as they walked away from the mage. As she jogged to catch up with the extremely irritated Gajeel, she couldn't help but look back at the Sabertooth member, catching his gaze as he watched them retreat from the scene. The moment his eyes locked with hers, she couldn't fight the shiver that raced up her spine at the intensity of his stare.

Turning back around quickly, she told herself that her heart was beating faster because of his intimidating look. She later realized how very wrong she was.

* * *

The second time she saw him the atmosphere was far less… _intense._

She had found herself in a rather remote city in Fiore with her teammates, weeks after the Grand Magic Games, on a rather simple translation assignment. The mission had gone so smoothly, for once, that they had actually completed it early and had an extra day to just hang out. Levy, of course, had to check out the local bookstores; always on a quest to find new, unread, and possibly rare books to add to her ever growing collection.

Upon entering the third shop of the day, she found herself frozen in the doorway as she spied him and his Exceed browsing the shelves in front of her. He didn't seem to take notice of her, too busy examining the various tomes while conversing quietly with his surprisingly adorable cat. Levy decided that, even if he did notice her, he probably wouldn't remember her or even care who she was. With that thought in mind the young script mage forced herself to move into the store, but went to the stacks furthest from the shadow dragon slayer just in case.

Her attempts at remaining undiscovered failed miserably, as but a few minutes later she turned to another set of shelves only to come face to face with the man she was hoping to avoid. And he was staring right at her.

Levy backed up, trying to put some distance between them as she looked up at his intense red eyed gaze, swallowing thickly as she tried to come up with some plan of escape should she need it.

"Excuse me, but I would like to look at those books." Rogue said, indicating the novels she had just been searching through.

With a quick nod she moved out of the mage's way, taking her chance to get away from his intimidating aura. Without so much as a word she forced herself to seem as casual and relaxed as possible as she moved on to the next shelf, not wanting to seem as anxious as she felt. She couldn't understand why she felt so nervous and terrified around the man, he had done nothing to her. Gajeel was his rival, not her. So why couldn't she shake the tingling feeling in the pit of her stomach as she stood a few feet from him?

"I know you." He suddenly stated, drawing the bookworm from her musings, not taking his eyes off the books before him as he spoke.

"Ummm, sort of," she answered quietly, glancing at him from the corner of her eye to catch a barely imperceptible nod. She needn't answer, he already knew, she was merely confirming what he had already stated.

"What brings you here from Magnolia?"

"Mission," she answered shortly, attempting to stay civil with her friend's rival as best she could. "You?"

"Same. What was your mission?"

"Translation. And yours?"

"Guard duty."

With that the generally niceties ended, Levy was unsure where to go with the rather unexpected conversation from there, and Rogue didn't seem inclined to try and continue it. So they stood there in silence for a few minutes, each mage examining the novels before them without a word to the other. Just as Levy was preparing to move on to the next rack, Rogue decided to speak up once again.

"What type of magic do you use?"

"Hmm?" She hummed in surprised confusion, glancing back at the man who she hadn't expected to speak again. When she looked up at him she found his gaze much softer than before, though still as expecting as he observed her while waiting for an answer. "Oh! Umm, solid script, but I'm also skilled with languages and written enchantments, as well."

"That makes sense with the translation job. Though I must say, I'm rather surprised someone as obviously intelligent as you would hang around someone as… rough as Gajeel."

With the jab at the man she was quite fond of, Levy found herself puffing her cheeks in irritation as she glared at the other dragon slayer, forgetting her previous fear as she moved to defend her guild mate.

"He's not as rough as he looks! He's my friend and he's done a lot for me in the short time I've known him. You shouldn't judge a man based on his outward appearance, there's a lot more to him than you'll ever know!"

As she fumed at him, Levy found herself getting even more annoyed with the smirk that graced the man's face.

"And yet, despite knowing nothing of me, you have practically reeked of fear from the second you walked in this store and saw me." Rogue smugly told her, smiling victoriously as her anger dissolved to take on a contemplative and slightly ashamed look.

"You're right," she quietly remarked, turning her gaze down to the books she held in her arms. "I shouldn't have judged you like that, I just felt wary of you because of your rivalry with Gajeel, and you're pretty intimidating when you stare."

Rogue snorted in amusement before placing a hand atop the bluenette's head, a gesture so familiar to her but not from this particular dragon slayer.

"Well, I'd certainly hope I was intimidating; I am one of Sabertooth's strongest dragon slayers." He said while ruffling her hair; drawing an embarrassed blush from the girl before pulling his hand away again. "But, as you said, my grudge is with Gajeel, not you. I'm not one to target someone's closest comrade just to get a rise out of them."

Levy could only nod, mumbling an apology as he stepped away to continue to a stack of books further away.

"Hopefully the next time I see you you'll be a bit friendlier with me." Rogue remarked; glancing back at her with a surprisingly gentle smile on his face before he began to walk away. "See you around, then."

With a wave back at her, the shadow dragon slayer finally moved away, leaving a stunned and confused Levy to stare at his retreating back. Again, she found her heart beating far faster than it should, but she at least knew that it wasn't out of fear anymore. As she tried to figure out what it was she was feeling from the man after their rather amicable interaction, she felt a tugging on her bare shin that drew her gaze to the floor and the frog suited Exceed still standing there.

"Fro thinks he likes you," the magical cat chirped at her, smiling sweetly before running after her partner.

Those final words had the bluenette blushing once again, as she stared wide eyed at the Exceed and dragon slayer across the room.

There was no way that was possible, no way at all. And yet, her heart sped up as Fro's comment played over in her mind, and that tingly, anxious feeling returned.

No, there was no way that was the reason she felt the way she did.

* * *

The third meeting she learned to be planned by an adorable and surprisingly clever Exceed, and her sly dragon slaying partner.

A few weeks had passed since Levy's last encounter with the shadow dragon slayer, and she hadn't had any more thoughts on the man and the strange feelings he had invoked in her. She had brushed it off as a fleeting feeling that was merely derived from the mystery that surrounded the Sabertooth mage. Her feelings for his Fairy Tail counterpart were far deeper and her seeming attraction to the rival was not something that could compare.

That particular day, though, her conflicting feelings were definitely put to the test.

As Levy skipped through Magnolia, Lily flying next to her as they headed for the guild, she was surprised to find a crying Frosch in the middle of the park. The young Exceed was sitting at the base of the tree that held far more memories for the script mage than she cared for, crying quietly to herself until Levy approached to find out what had happened.

"Frosch? What are you doing here? Is everything all right?"

The green cat immediately brightened at the sight of a familiar face and launched herself at the stunned girl, burying her furry face against her chest as she explained what happened.

"Rogue brought Fro to visit, and he went to the guild to see if Gajeel was there, but Fro thought he'd want to see the pretty Fairy, too, so Fro flew around looking for her. When Fro couldn't find her, she realized she couldn't find Rogue either, and so Fro stayed here because Fro knew Rogue would find her. But then Fro got lonely…" The cat rambled on, her tears slowing as she eventually looked up at the frowning bluenette. "But everything's okay now because the pretty Fairy found Fro, so when Rogue finds her he'll be really, really happy."

"Levy?" Pantherlily regarded the girl, his face set in a confused frown as he took in her bright blush. He wasn't quite sure what to make of the situation, but he knew enough to feel slightly uneasy at the thought of his partner's rival wanting to see the bluenette he, and his partner, adored.

"Umm, why do you say Rogue will be happy to see me?" Levy asked the other Exceed, trying to fight away the blush on her cheeks as she waited for an answer.

Unfortunately the cat's partner returned just then, preventing Frosch from answering as he called out to her.

"Frosch," Rogue called out gently, his tone slightly commanding as he took in the sight of his cat with the Fairy Tail mage.

Frosch immediately flew from Levy's arms, tackling the dragon slayer as best the small cat could, hugging his head as she sobbed about being lonely until the girl found her.

"Oh, and Fro heard that the pretty Fairy's name is Levy!" The cat finished, proudly stating her findings that apparently had been of interest to the man as he turned to the still blushing woman in front of him, a slight smirk adorning his face as he assessed her.

"Ummmm… hi," Levy said somewhat shyly, not quite sure how to approach a conversation with him. Rogue merely nodded in reply as he stood there, forcing her to either start a conversation or try to leave. Not wanting to seem rude or afraid after their last encounter, the girl decided to make some attempt at speaking with the dragon slayer.

"So, Fro said you were here looking for Gajeel?"

"Yes, but I couldn't find him at the guild."

"Oh, well, he's been on a solo mission that Master gave him for the past few weeks. I'm not sure when he was going to be back." Levy explained, as Lily stood next to her glaring at the scene.

"Hmmm, is that why his partner is here with you?" Rogue asked, glancing down at the annoyed cat at her feet.

Levy nodded before following his gaze down to Lily, finding herself oddly nervous as she watched the Exceed have a glaring match with his partner's rival.

"Soooo…" The bluenette began, trying to get the dragon slayer's attention off of her companion. "Have any interesting missions lately?"

"Not really," he responded, finally looking back up at the girl as he spoke with her. "My last one happened to be around Hargeon, so I figured I'd visit Magnolia and see if anything interesting would happen."

"Interesting as in a fight with Gajeel?"

"Hmm, maybe." Rogue smirked at her, an odd twinkle in his eye bringing back the tingling, anxious feeling Levy had been trying to forget.

"Well," Lily spoke up after clearing his throat to gain their attention, "since my partner obviously isn't here to entertain you, then I guess you have no other reason to remain."

Levy could feel a sweat drop forming on her head at the cat's obvious attempt at separating them, his protectiveness of her a reflection of his partner's own feelings for the young girl.

"Apparently not," he responded before looking back up at the script mage, moving to place his hand on her head as he had a few weeks before. "I'm glad you were able to speak to me openly this time."

The bluenette could only blush sheepishly as he lightly ruffled her hair, the gesture far gentler than his rival's, and not as condescending in nature. The two human mages could hear Lily growling from below, prompting the dragon slayer to remove his hand before the cat felt the urge to slice it off with his Musica sword.

As Rogue moved to walk passed Levy, he leaned in slightly to whisper something in her ear, causing her face to burn with an even brighter blush, before he walked off with a casual wave back at the pair.

"I hope to see you again, Levy."

With that, the script mage was left standing there, feeling completely bewildered as she tried to will away her blush and force her heart to slow. As she watched the dragon's retreating back, Lily flew up to level his gaze with hers, preventing her from staring any longer.

"What did he say to you just now?" Lily questioned; a suspicious glare on his face as he took in her embarrassment.

"Ummm, nothing, nothing at all, ha-ha," Levy laughed nervously, trying to ignore the accusing look he sent her with her avoidant answer.

"Oi! Lily! Shrimp!" Gajeel suddenly called out as he entered the area from behind them.

Levy jumped slightly before turning to smile brightly at the man, forcing herself to forget the other man in favor of having her crush's attention instead.

"Gajeel! When did you get back?" She asked excitedly, bouncing over to him as she spoke.

"I've been back for the last hour; was wondering where you two were when you hadn't shown up at the guild." The iron dragon responded, giving her an odd look before grabbing his Exceed from the air to crush him in a tight hug.

Levy could only laugh at the elated reaction the man had to seeing his cat again, though she couldn't help but feel a slight pang of jealousy as she wished he would give her a similar greeting. Shaking off the feeling she forced herself to giggle at Lily's attempts at freeing himself, sighing in defeat once he gave up and let the dragon slayer have his fill.

Suddenly Gajeel brought his affections to a halt as he sniffed the air around them, bringing his full attention back to the girl as he once again gave her an odd look.

"I noticed it before, but, why can I smell that Sabertooth bastard around here?"

"Oh! Ummm, well…" Levy began before jumping in to quickly explain how she came across the crying Exceed and eventually meeting with Rogue, leaving out a few of the unnecessary details, of course. "I guess Rogue was looking for you, but he couldn't find you at the guild."

"That's weird," Gajeel grunted, frowning in confusion before saying something that had the bluenette realizing her recent run in with the other dragon definitely wasn't a coincidence. "As I said, I've been back for an hour, waiting at the guild the entire time for you two. Don't know how the hell that idiot could have missed me."

Levy had gone wide eyed as she realized everything had been set up by Rogue; he had been there to see her, not Gajeel, but needed a better reason than that to not draw suspicion. Apparently Lily thought the same as he frowned down at the girl, before sending his confused partner a thoughtful look. The black cat had every intention of filling in the other dragon slayer later, when Levy wasn't there to stop him from giving out the details she skipped.

Gajeel apparently understood he wasn't going to get any answers at that point, so he moved to ruffle the girl's hair, pulling her in slightly as he took in her scent. He couldn't help but narrow his eyes, though, as he noticed the other dragon's scent on her, but refrained from commenting as he pulled her along towards the guild. He had no say in who she associated with, even if it was a rival. She was free to do what made her happy, even if it involved someone he wanted to beat the living crap out of. Didn't mean he had to be happy, though.

As Levy felt herself being pulled away from the park, she forced herself to focus once again on the man she was with. The familiar weight of his hand on her head, the sharp scent of iron she had come to find comfort in, the gruff and awkward gestures that showed her he did care about her in some manner. She tried so hard to let herself get lost in Gajeel's presence the way she normally did, but Rogue's last comment to her still rang in her ears as she realized he had been behind their meeting.

"_To answer your earlier question; how could I not be happy to see such a beautiful woman."_

Levy had no idea if or when she'd see him again. Part of her was anxious and hopeful that it'd be soon. Another part couldn't help but wish he had never come into her life, wrecking havoc on her emotions and feelings, sending her into such a state of confusion she didn't know which way was up anymore.

When she felt a strong arm wrap around her shoulders, though, Levy felt herself once again find her emotional balance as she looked up at the iron dragon slayer by her side. He was staring forward, only glancing down at her for a brief moment to show his concern. Sending him a small smile she let herself melt against him, intent on forgetting everything that had happened in the past few weeks.

At least that was what she planned to do, as long as a certain shadow dragon slayer didn't come sneaking in to remind her again.

* * *

**And there you have it... I was thinking of doing more, but I just couldn't because it was bound to break Gajeel's heart and I can't stand to do that to him! And honestly, this was so horribly forced... I just can't see Rogue actually having any romantic interest in her, even my 'love triangle'/ jealousy fic didn't have him actually being interested in her. I hope you all enjoyed this anyway, I will admit it was a nice challenge... forced me out of my comfort zone and gave me a chance to use a slightly different writing style.**


	2. Chapter 2

**I couldn't help it... Mashima is making me fall in love with Rogue with each new chapter- I had to write a continuation chapter for this (and for those who care- I didn't lose a bet this time- this is completely of my own free will).**

**Anyway- three more encounters between our favorite bookworm and that stoic yet absolutely adorable shadow dragon slayer. This has some more GaLe hints, and another open ending... but unlike the last chapter- it leans to RoLe.**

**I hope you all enjoy it!**

**Disclaimer- I do not own Fairy Tail or the characters in this story.**

* * *

The fourth time she met him- he saved her life.

It was supposed to be a routine mission- take out a group of ten dark mages that had taken over a warehouse. Everything seemed to be going as it usually did. Team Shadow Gear had successfully subdued eight of their ten opponents; or more accurately, Levy did after Jet and Droy were taken out of the fight shortly after the first four dark mages had gone down.

The last two were of course the hardest, and Levy was out of magic.

Somehow the bluenette found herself being hung out a window from the top floor of the building, some 100 feet above the ground. A fall from that height was guaranteed to break a few bones; and that was assuming she'd survive. With the wounds she had suffered in her fight up until then, though, her chances weren't looking so good. She could taste the metallic tinge of her own blood in her mouth, the sharp stinging of her various gashes and bruises all along her arms and torso were nothing compared to the waves of pain rolling through her from pure exhaustion- yes, it definitely wasn't looking good.

Her captor had his large, callused hand clamped tight over her mouth, making it difficult to breathe much less scream for help. Behind the gigantic man, the leader of the group was laughing maniacally at her helpless state, taunting her as he caught her fearful gaze on him.

"Don't worry, if you survive we'll make sure to put you out of your misery… or maybe we'll keep you… torture you a little bit… keep you for our own amusement… hiheeheehee," he teased, his high pitched laugh grating on her ears.

As the burly mage pulled his arm back in slightly, preparing to throw her comparably tiny form to the ground below; Levy forced her eyes shut, hoping to block out what was inevitable to her. Tears stung at her cheeks as they slipped from her eyes, her face wincing slightly as her slight sob was cut off by the man's hand.

And then she was falling.

What she thought would be a horribly painful landing, if not an instant death, suddenly came to a jarring halt as something grabbed the back of her dress, leaving her hanging in the air only a few feet from the window she had been thrown from. Levy slowly peeked open her eyes, looking forward at the scene back inside sending her eyes wide with shock as she saw who saved her.

At first she couldn't believe that she was seeing the two men take out the remaining dark mages, with far more ease than she could ever imagine. But with a glance up at the frog suited cat holding her in the air, she knew it was real.

Fro sent her a beaming smile that was full of happiness at seeing that the Fairy Tail mage was all right; even if incredibly surprised by their sudden appearance.

"We were nearby," Fro explained to her as she flew her back towards the warehouse window, "Rogue caught your scent and came running."

Levy immediately snapped her attention back to the man who had actually rushed to her aid, searching his dark and frowning face as she was gently placed on the floor before him. She didn't have a chance to speak before he surprised her even more.

The script mage suddenly found herself held tight against the dragon slayer's chest, his arms wrapped around her small form as he seemed to breathe a sigh of relief, the air passing by her ear sending a shiver down her spine. She hardly heard his blonde partner behind them, apparently kicking an unconscious mage out of frustration while grumbling about a stupid crush. Levy was far to engrossed in Rogue's presence taking over her every sense, his mantle fluttering around her in the slight breeze, as if shielding her from the world.

Her hands fisted into his shirt of their own accord as she let her body sink into the unexpected embrace, the Sabertooth mage standing firm to help take on her weight. She was appreciative of the support he lent her, her exhaustion, injuries, and psychological stress of the last half an hour catching up to her in that moment.

As her eyes drifted shut again, she knew she had to say something to her savior, but she couldn't seem to find the energy to get the words to leave her lips. Her body was quickly sinking as her mind lost consciousness. The last thing she remembered was hearing a muttered curse and strong arms lifting her before the blackness overtook her.

* * *

Levy awoke to a comfortable bed and warm sheets, the feeling of bandages wrapped around her torso and limbs, and loud shouting outside the door. As she sat up, rubbing the last remnants of sleep from her eyes, she took in the sight of her hospital room before noticing that the noises outside were getting louder, and closer.

"DAMNIT! I WANT TO SEE HER!" An all too familiar voice sounded out from the doorway.

"Sir… please, she's resting. We can't allow any visitors right now," a timid voice tried to reason, obviously not liking the fact that she was left to deal with such a hostile man.

"I know she's resting," the voice growled out, obviously trying very hard to restrain himself from throwing the innocent nurse out of the way and barging into the room on his own. "I won't wake her up. I just need to see the Shrimp, got it."

Levy could only blink in shock as she stared at the door standing guard between her and the irate man, quite surprised that he would be visiting her and throwing an incredible fit over not being allowed into her room.

The nurse seemed to be hesitating from what the bluenette could tell as a tense silence filled the air, only the heavy tapping of a metal clad boot breaking through it. After a few minutes of an unseen standoff, the woman must have given in, allowing the iron dragon slayer to come bounding into the room.

Levy watched as relief flowed through his tall frame, relaxing his tense and angry muscles as he stood just inside the doorway; his intense red eyes softening slightly as he caught her shocked gaze. The next thing she knew she found herself in yet another tight embrace, Gajeel having managed to get across the room in the blink of an eye to wrap his arms around her, his obviously worried state alleviating as he breathed in her scent. She could only look over his shoulder, her eyes even wider than before, truly amazed at the incredibly affectionate gesture she was getting from him.

"I'm gonna kill yer fanboys," he grumbled against her shoulder, his words empty of true malice as his arms relaxed around her just enough to allow her to finally return the hug.

Gajeel shifted slightly, sitting himself on the bed beside her as she let herself be pulled to lie against him. The bluenette moved to rest her head on his shoulder, humming contentedly as his large hands ran over her arms and back soothingly. The iron mage allowed his head to fall, leaning his cheek against the top of her head as he continued to breathe in her scent, trying to ignore the sharp scent of medicine and blood that still emanated from her.

"Never thought I'd actually be thankful to that bastard for anything," Gajeel once again growled, letting her know that he knew the circumstances behind her rescue already.

"He told you?" Levy asked quietly, turning her head up to look at him with confused eyes, obviously not expecting that Rogue would willingly seek Gajeel out to tell him what happened to her.

"Not in person- sent his damn Exceed to the guild to tell us. Luckily you weren't too far from Magnolia, only a half an hour by train. I guess he left a few minutes before I got here."

Levy couldn't help but smile as she heard Gajeel willingly took a train to get to her, obviously too concerned to care about his new found motion sickness. Her small giggle drew a scowl from him as he knew exactly what she was thinking. Her teasing laughter died down quickly, though, as the last of his statement registered in her mind- Rogue had already left.

The script mage knew she needed to thank him for coming to her aid. Neither he nor his partner had any obligation to save her, but yet they did. She was indebted to the dragon slaying duo, and Rogue especially. She didn't entirely know why he had acted the way he had, or at least she tried to believe that she didn't know. Obviously he had been concerned about her, but considering how little they really knew of each other, it was rather hard to believe that he would so easily take action.

Levy was pulled from her silent contemplation by a gentle flick against her forhead, pulling her attention back up to the scowling and annoyed dragon still holding her in his arms.

"You can thank 'em later, Shrimp, so don't worry about it," he said as he pulled her tighter against him, forcing anymore thoughts on the matter from her mind as she let herself relax into his strong chest, the quiet rumbling from his voice oddly soothing to her at that moment. "Just get some rest so you can get better. I ain't leaving until yer healed enough for me to get you home."

With a small yawn, Levy nodded at his order, happily taking advantage of his willingness to act as her pillow; nuzzling into his chest with a small smile as she began to feel sleep take her again. She idly noticed that one of his hands had moved to her hair, running through the soft locks as she drifted off.

She was fairly certain that it was only her imagination when she felt his rough lips press against her forehead.

* * *

The fifth time she saw him- chaos nearly ensued.

It had only been a week since he saved her, but Levy was back in Magnolia, only a bandage or two to indicate she was ever injured at all. At the time she had been on her way to the guild, intent on finding Wendy in the hopes that the youngest dragon slayer could help speed up the last of her healing process. Ever since he had arrived at the hospital, Gajeel hadn't left her side for long, and that day wasn't any different as he walked with her through the streets of Magnolia. When they entered the park, though, Levy couldn't help but wish that she had been alone.

Standing by the large tree at the center was the very man who had seen to her survival, the man she had been hoping to see again if only to thank him for what he had done. Apparently he had decided to seek her out himself as he turned his stoic gaze to her, obviously not surprised to be running into her at that time.

Next to her Gajeel began to growl in irritation, not liking the fact that his rival had shown up again so soon, but knowing that at least it gave Levy a chance to express her gratitude. If anything the sooner she thanked the man, the sooner they could be on their way and hopefully putting his existence out of mind again. It was these thoughts that held the first generation slayer back, despite how much he wanted to pound Rogue's face in.

"Levy," Rogue greeted the girl as they approached, nodding politely to her before sending a short yet heated glare back at the other dragon slayer. The gesture did nothing to stop the growling, it only caused it to increase as the man's patience was put to the test.

"Hi, Rogue," Levy shly responded, looking down at her hands as she tried to will away the butterflies in her stomach that came with seeing him again. "Ummmmm, I… I want to thank you for what you did last week. You didn't have to save me, but you did, so… thank you."

The shadow dragon slayer merely nodded again, though a gentle smirk graced his face as he lifted a hand to pat her on the head. The move had the bluenette blushing lightly as his attention once again flustered her; it also managed to entice even more snarls from Gajeel behind her.

"I'm just glad to see you're alright," he quietly told her, leaning in slightly before continuing, "and no matter what, I'll always come to your aide whenever I can."

His admission and proximity only made her blush intensify, just as it did for the iron mage's temper.

"Alright, you got your thanks, bastard- so take yer filthy hands off of 'er," Gajeel growled, holding back only because the small script mage was standing between them.

"No," was Rogue simple answer before he pulled the girl against his chest, sending his rival a look that clearly dared him to try and take her from him.

"Oi- let 'er go."

"No. I'll release her when I'm ready to, or if she asks me to."

Gajeel could only glare back at the other man, the tension between them crackling in the air around them. Levy could only hold herself completely still again Rogue's chest, partially out of shock and partially out of fear of the growing hostility between the two rivals. She had no idea how she find herself in this mess, but she knew she didn't like feeling like a piece of meat being fought over by two dogs, or dragons, in this case. At least it hadn't come to physical blows, but it was only a matter of time before it did.

"She isn't yours to do with as you please, so let 'er go."

"No… you haven't claimed her as your own, either, so you have no reason to interfere."

The only response his argument received was a far deadlier growl while Gajeel's knuckles cracked as his hands balled at his sides. Yes, it certainly was only a matter of time before their standoff erupted. When Levy felt the rumbling within Rogue's chest indicating his own growl of irritation, she finally lost her own temper at the situation, ripping herself from the now surprised man's arms.

"That's it! I'm sick of you making me feel like this every time I see you! If you're only here to piss off Gajeel then leave me out of it!" She lectured the Sabertooth mage, only receiving a stunned blinking from him as an answer before she turned to round on the smug and grinning iron dragon slayer. "And you! If you have something you want from me; then say it to me clearly! I'm tired of not knowing what you think of me! You're both stupid idiots, so just leave me alone!"

With her angry outburst over, the bluenette took off running for the girl's dorm, intent on escaping both dragon slayers for the rest of the day. She didn't understand why Rogue was giving so much affection. She didn't understand why Gajeel was getting angrier than normal with the other man's advances. Yet at the same time, deep down, she knew that they were merely fighting as they always did, it was just that they had a reason to because of her.

Levy had been set in her feelings for Gajeel before Rogue came crashing into her life, and then his attentions sent her mind and heart into a chaotic frenzy as she began to feel some sort of attraction for him. When he seemed to return the attraction, she became even more confused as she tried to grapple with feelings of doubt in Gajeel's place in her life.

The iron mage had become a pillar for her at Fairy Tail since he joined, and as they became closer she began to see signs that he might actually care for her as something more than a guild mate or friend. His lack of action, though, had her questioning if he would ever make a move to claim her, considering how obvious she was in showing her own feelings for him. With Rogue in the picture now, the questions only became more confusing, the answers even more convoluted, if there were any at all.

One minute it was Gajeel that would take over her mind and heart, the first one to bring about the euphoria of love in her. The next minute Rogue would come sweeping in; forcing his presence onto her, sending her heart racing with an intensity she thought might kill her.

Gajeel was someone she knew all too well, both the good and the bad. Despite their history she felt safe with him; she felt a strange sense of belonging and comfort when around him.

Rogue, on the other hand, was someone she had only just met a few months prior. The only way she could describe her feelings for him was as sudden and explosive. He was a new face with familiar features.

To put it simply, she was very, very confused.

* * *

The sixth time she saw him- she swears it was an attempt to kill her.

Only hours after seeing him in the park, Levy lay sprawled out on her bed on her stomach, attempting to read a book as she forgot about the mess the day had turned in to. The sun was sinking on the horizon, causing shadows to overtake her dorm room as she was too lazy to turn on a light.

With her mind still preoccupied, the bluenette let her book fall down, her face following as she let out a groan of annoyance. Her upset was starting to give way to embarrassment; she was dreading what would come the next time she saw either man.

Before she could think on that any further, she was startled by a muffled thump a few feet away from her, bringing her attention to her open window and the dragon slayer standing next to it, encased in the shadows he was called after. She had no idea how he found her, how he knew where she lived, or how he even managed to enter the dorm that was supposed to be warded to allow only females entrance. And yet he still stood there, the last rays of the sun highlighting his soft frown, the breeze from the window he came through pushing the strands of hair out of his face for a fleeting moment, allowing her to catch a glimpse of his eyes that had her frozen in place.

Without a word, Rogue walked the few feet to her bedside, gently seating himself beside her as he kept his intense gaze on her. The bluenette still didn't move, even as he leaned over her slightly, an arm reaching over her body to help prop his taller frame up while his other hand reached out to grasp her chin lightly.

"I'm sorry," he said softly, startling her again as she turned shocked eyes up to his sincere face, only then realizing how close it had gotten to her own. "I did not mean to make you upset. I told you before that I would not use you to anger Gajeel, and yet I inadvertently did so anyway. That had not been what I intended to do, and for that I am truly sorry."

Levy could only stare dumbly at him, blinking her large eyes as she watched his gaze drift down to her lips. His next actions had her failing to remember how to breathe.

As Rogue's face came even closer to her own, closing up the little gap that was left, his breath fanned over her lips, sending shivers down her spine. Their noses brushed, his body pressed closer to hers as the hand that had been holding him up moved to tease her waist, while the hand at her chin glided slowly along her jaw to cup her cheek and help turn her head up more.

"I can't explain it," he whispered against her lips, pausing for a moment to explain his own confused thoughts, "but I desperately want to know you better."

After his quiet confession he closed the last remaining distance between them and kissed her. It was a little too longer to be considered a chaste kiss; it was innocent yet sensual and Levy couldn't help but respond in kind after coming out of her stunned stupor, not quite remembering how they got to this point to begin with.

All too soon, though, the kiss ended; Rogue pulling away completely as he sat up again, leaning on his legs as he looked away from her. Levy just stared blankly at him, still too stunned to speak to him, especially after what had just happened between them. She idly traced her lips with a hand, still feeling a faint tingling from the warmth of his kiss.

"I won't force you to decide anything right now, Levy," he suddenly spoke up, his gaze trained on his clasped hands as he did so. "I know this is quite sudden and unexpected, but just know that I will do whatever it takes to win you over, no matter who it is against."

The dragon slayer quickly leaned back over her, stealing another peck of her lips, smiling down at her softly before picking himself up and moving back towards the window. Levy only watched him climb out, blinking in confusion as he stopped halfway through to turn back to her.

"I'll see you again soon, Levy."

With one last parting smile he jumped out to the ground below, leaving Levy to lay there and process what had just happened. Her heart pounding painfully in her chest as her head swam with only one thought in mind.

Rogue had kissed her. Twice.

That was her first kiss. And second.

He kissed her.

Kissed.

With that Levy fainted.

Whatever happened that night, she knew it was bound to be repeated again if Rogue was true to his word. She didn't know if she'd be able to survive it, but she couldn't help but be willing to find out.

* * *

**Alright- so please review! And sorry for any typos, I read this over multiple times- I realized I shouldn't write after midnight, but I needed to get this out so I could focus on my other projects lining themselves up in my head.**


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